EXHIBIT 10.20 TO FORM-10KSB FOR FISCAL YEAR
                            ENDING DECEMBER 31, 1995

                               SPECTRASCIENCE, INC


                             SUBSCRIPTION AGREEMENT

         THIS SUBSCRIPTION AGREEMENT (the "Agreement") dated as of
______________, 1995, is made by and between SPECTRASCIENCE, INC., a Minnesota
corporation (the "Company"), and _____________________________
___________________________________ (the "Investor").

                                    RECITALS

         (a) Whereas, the Company needs additional cash to fund its 1995
Business Plan; and

         (b) Whereas, the Investor desires to subscribe for shares of the
Company's preferred stock and certain warrants on the terms and conditions set
forth in this Agreement,

         Accordingly, in consideration of the foregoing, the mutual promises set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties thereto agree as
follows:

         1. PREFERRED STOCK. Pursuant to the terms hereof, the Company shall
sell to the Investor, and the Investor shall purchase from the Company, shares
of the Company's Series B preferred stock (the "Preferred Shares").

         (a)      Purchase Price. The purchase price for the Preferred Shares
                  shall be Five Dollars ($5.00) per share.

         (b)      Convertibility. At any time during the period commencing on
                  the first anniversary of the closing of the sale of the
                  Preferred Shares and ending on the third anniversary of such
                  event, the Investor may convert all or any number of the
                  Preferred Shares into an equivalent number of shares of the
                  Company's common stock.

         (c)      Voting Rights. The Investor shall have no voting rights with
                  respect to the Preferred Shares other than the right to vote
                  on matters which specifically change the rights of holders of
                  the same series of the Company's preferred stock.


     * THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH AT
                       THE BOTTOM OF THE LAST PAGE HEREOF.


         (d)      Liquidation Preference. Upon liquidation of the Company, the
                  Preferred Shares shall have a liquidation preference as to the
                  par value of such shares.

         (e)      Dividends. In the event that the Company has not increased the
                  number of authorized shares of its common stock to the extent
                  sufficient to enable the Company to reserve a number of shares
                  of common stock sufficient to cover the conversion of the
                  shares of Series B Preferred Stock and the exercise of all
                  Warrants issued in connection with the offering of the Series
                  B Preferred Stock by December 15, 1996, the Series B Preferred
                  Stock shall bear an 8% cumulative annual dividend, payable
                  quarterly, commencing upon the Company's failure to satisfy
                  such condition and terminating on the date compliance with
                  such condition is satisfied.

         2. WARRANTS. In partial consideration of the Investor's subscription
for the Preferred Shares, the Company shall issue to the Investor concurrently
with delivery of each three shares of preferred stock, a warrant, in the form
attached hereto as Exhibit A (the "Warrant"), to purchase one share of common
stock of the Company ("Warrant Stock"). Each Warrant shall have an exercise
price equal to $9.50 per share of Warrant Stock . Each Warrant shall have a term
of three years.

         3. CLOSING. The closing of the sale and purchase of the Preferred
Shares and the issuance of the Warrants shall take place at 10:00 a.m.,
Minnesota time, on or before December 15, 1995. At the closing, the Investor
will pay the purchase price for the Preferred Shares and Warrants by a wire
transfer into an account designated by the Company or by the delivery of a
certified or bank cashiers' check payable to the order of the Company in the
amount of such purchase price. At the closing, the Company shall deliver to the
Investor a certificate for the Preferred Shares and the Warrants.

         4. REGISTRATION. The Company shall register the shares of common stock
issuable upon conversion of the Preferred Shares and shall use its best efforts
to have such registration declared effective by the SEC no later than one year
from the date of closing.

         5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Investor that this Agreement has been duly
authorized by all necessary corporate action on behalf of the Company, has been
duly executed and delivered by an authorized officer of the Company, and is a
valid and binding agreement on the part of the Company. All corporate action
necessary to authorize, issue and deliver the Preferred Shares, the Warrants and
the Warrant Stock has been or will be taken on or prior to the date thereof.

         6. REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGMENTS OF THE INVESTOR.
The Investor represents, warrants, and acknowledges to the Company as follows:

         (a)      That the Investor has received and carefully reviewed the
                  Business Plan of the company, dated March, 1995 and has had
                  the opportunity to discuss with officers of the Company events
                  and facts relating to the Company's business and prospects;

         (b)      That the Investor believes the Investor is able to bear the
                  economic risk of the investment in the Preferred Shares and
                  the Warrants;

         (c)      That the Investor believes that the Investor has knowledge and
                  experience in financial and business matters, that the
                  Investor is capable of evaluating the merits and risks of the
                  prospective investment in the Preferred Shares, the Warrants
                  and Warrant Stock and that the Investor is able to bear such
                  risks;

         (d)      That the Investor understands investments in the Preferred
                  Shares and the Warrants are highly speculative but believes
                  that the investments are suitable for the Investor based upon
                  the investment objectives and financial needs of the Investor,
                  and has adequate means for providing for his current financial
                  needs and personal contingencies and has no need for liquidity
                  of investment with respect to the Preferred Shares and the
                  Warrants;

         (e)      That the Investor has been given access to full and complete
                  information regarding the Company (including the opportunity
                  to meet with Company officers and review all the documents as
                  the Investor may have requested in writing) and has utilized
                  such access to his satisfaction for the purpose of obtaining
                  information in addition to, verifying information included in,
                  the Business Plan;

         (f)      That the Investor recognizes that the Preferred Shares and the
                  Warrants, as investments, involve a high degree of risk;

         (g)      That the Investor recognizes that (i) the purchase of the
                  Preferred Shares and the Warrants is a long-term investment,
                  (ii) the purchaser of the Preferred Shares and the Warrants
                  must bear the economic risk of investment for an indefinite
                  period of time because neither the Preferred Shares, the
                  Warrants nor the Warrant Stock have been registered under the
                  Act of 1933 (the "Act") and, therefore, cannot be sold unless
                  they are subsequently registered under said Act or an
                  exemption from such registration is available and (iii) the
                  transferability of the Preferred Shares, the Warrants and the
                  Warrant Stock is restricted and (A) requires conformity with
                  the restrictions contained herein and (B) will be further
                  restricted by a legend placed on the Preferred Shares, the
                  Warrants and certificate(s) representing the Warrant Stock
                  stating that such have not been registered under the Act and
                  referring to the restrictions on transferability, and by stop
                  transfer orders or notations on the Company's records
                  referring to the restrictions on transferability.

         (h)      Except as provided in Section 4 above or in Section 8 of the
                  Warrant, the Investor has been advised that neither the
                  Preferred Shares, the Warrants nor the Warrant Stock are being
                  registered under the Act or the relevant state securities laws
                  pursuant to exemptions from the Act and laws, and that the
                  Company's reliance upon such exemptions is predicated in part
                  on the representations of the Investor to the Company as
                  contained herein. The Investor represents and warrants that
                  the Preferred Shares and the Warrants are being purchased for
                  the Investor's own account and for investment and without the
                  intention of reselling or redistributing the same of the
                  Preferred Shares and the Warrant Stock, that the investor has
                  made no agreement with others regarding the Preferred Shares
                  and the Warrants or any of the Warrant Stock and that the
                  financial condition of the Investor is such that it is not
                  likely that it will be necessary to dispose of the Preferred
                  Shares, the Warrants or the Warrant Stock in the foreseeable
                  future. The Investor is aware that, in the view of the
                  Securities and Exchange Commission and applicable state bodies
                  that administer state securities laws, a purchase of a
                  security with an intent to resell by reason of any foreseeable
                  specific contingency or anticipated change in market values,
                  or any change in the condition of a company or its business,
                  or in with a contemplated liquidation or settlement of any
                  loan obtained for the acquisition of the shares and for which
                  the shares were pledged as security, would represent an intent
                  inconsistent with the representations set forth above. The
                  Investor further represents and agrees that if, contrary to
                  his foregoing intentions, the Investor should later desire to
                  dispose of or transfer the Preferred Shares, the Warrants or
                  any of the Warrant Stock in any manner, the Investor shall not
                  do so without first obtaining (a) the opinion of counsel
                  designated by the Company that such proposed disposition or
                  transfer lawfully may be made without the registration of the
                  Preferred Shares, the Warrants or the Warrant Stock for such
                  purpose pursuant to the Act, as then in effect, and applicable
                  state securities laws or (b) such registrations (it being
                  expressly understood that the Company shall not have any
                  obligation except as otherwise provided in Section 4 above, to
                  register the Preferred Shares, the Warrants or the Warrant
                  Stock for such purpose).

         (i)      The Investor agrees that the Company may place a restrictive
                  legend on the Preferred Shares, the Warrants and
                  certificate(s) representing the Warrant Stock, containing
                  substantially the following language:

                           "The shares represented by this Certificate were
                           issued without registration under the Securities Act
                           of 1933, as amended (the "Act") and without
                           registration under Minnesota securities laws, and
                           reliance upon exemptions contained in the Act and
                           such laws. No transfer of these shares or any
                           interest therein may be made except pursuant to
                           effective registration statements under said laws
                           unless this Corporation has received an opinion of
                           counsel satisfactory to it that such transfer or
                           disposition does not require registration under said
                           laws and, for any sales under Rule 144 of the Act,
                           such evidence as it shall request for compliance with
                           that rule."

         (j)      The Investor agrees and consents that the Company may place a
                  stop transferorder on the Preferred Shares, the Warrants and
                  certificate(s) representing the Warrant Stock when issued, to
                  assure the Investor's compliance with this Agreement and the
                  matters referenced above.

         (k)      The Investor agrees to save and hold harmless, defend and
                  indemnify theCompany and its directors, officers and agents
                  from any claims, liabilities, damages, losses, expenses or
                  penalties arising out of any misrepresentation of information
                  furnished by the Investor to the Company in this Agreement.

         (l)      The Investor represents and warrants that at the time of the
                  execution of this Agreement, the Investor is a bona fide
                  resident of, and is domiciled in, the State of
                  ________________ and that the Warrants are being acquired
                  solely for the beneficial interest of the Investor and not as
                  nominee for, or on behalf of, or for the beneficial interest
                  of, or with the intention to transfer to, anyother person,
                  trust or organization, except as specifically set forth
                  herein.

         (m)      The Investor represents, warrants and agrees that the Investor
                  is an "Accredited Investor' within the meaning of Section
                  501(a) of Regulation D of the Act, and acknowledges,
                  represents and warrants that the following responses, if
                  applicable, are true and correct:

                  (i)      The yearly income of the Investor from all sources
                           for each of the two most recent calendar years was:

                                                              1993     1994

                           Less than $200,000                 ____     ____

                           More than $200,000                 ____     ____

                  (ii)     The Investor reasonably expects that the yearly
                           income of the Investor for the current calendar year
                           will be:

                                                                       1995

                           Less than $200,000                          ____

                           More than $200,000                          ____

                  (iii)    The yearly joint income of the Investor and the
                           spouse of the Investor (if married) from all sources
                           during the two most recent years was:

                                                              1993     1994

                           Less than $300,000                 ____     ____

                           More than $300,000                 ____     ____

                  (iv)     The Investor together with the spouse of the Investor
                           reasonably expects that the joint income of the
                           Investor and the spouse of the Investor for the
                           current year will be:

                                                                       1995

                           Less than $300,000                          ____

                           More than $300,000                          ____

                  (v)      The individual net worth of the Investor, or joint
                           net worth with the spouse of the Investor, at fair
                           market value is:

                           ____ Less than $1,000,000

                           ____ Greater than $1,000,000

                  (vi)     If the Investor is not an individual, and the entity
                           was formed for the purpose of this investment, all of
                           the equity owners qualify as an accredited investor
                           under paragraphs (1), (2), (3), (4), (5), (6), or (7)
                           of Section 501(a) or Regulation D.

                  (vii)    The Investor is one of the following types of
                           accredited investors (check type of investor
                           applicable):

                           ____     Any Bank defined in Section 3(a)(2) or a
                                    savings and loan association or other
                                    institution defined in Section 3(a)(5)(A) of
                                    the Act;

                           ____     Insurance Company as defined in Section
                                    2(13) of the Act;

                           ____     Investment Company registered under the
                                    Investment Company Act of 1940 or a business
                                    development company as defined in Section
                                    2(a)(48) of the Act;

                           ____     Small Business Investment Company licensed
                                    by U.S. SmallBusiness Administration under
                                    Section 301(c) or (d) of the Small Business
                                    Investment Act of 1958;

                           ____     Employee Benefit Plan within the meaning of
                                    Title I of theEmployee Retirement Security
                                    Act of 1974 and the investment decision to
                                    purchase the Shares is being made by a plan
                                    fiduciary as defined in Section 3(21) of
                                    such Act, which is either a bank, savings
                                    and loan association, insurance company or
                                    registered investment adviser, or said
                                    employee benefit plan has total assets in
                                    excess of $5,000,000 or if a self-directed
                                    plan, a plan whose investment decisions are
                                    made solely by persons who are accredited
                                    investors;

                           ____     Any private business development company
                                    defined in Section 202(a)(22) of the
                                    Investment Advisers Act of 1940;

                           ____     Any organization described in Section
                                    501(c)(3) of the Internal Revenue Code,
                                    Corporation, Massachusetts or similar
                                    business trust, or partnership with total
                                    assets in excess of $5,000,000;

                           ____     Any Director or Executive Officer of the
                                    Company;

                           ____     A trust with total assets in excess of
                                    $5,000,000 whose purchase is directed by a
                                    sophisticated person as described in Rule
                                    506(b)(2)(ii) of the Act;

                           ____     An entity, all of whose members are
                                    Accredited Investors. All of the foregoing
                                    information which the Investor has provided
                                    concerning the investor and the financial
                                    position of the Investor and the Investor's
                                    knowledge of financial and business matters
                                    or in the case of a corporation,
                                    partnership, trust or other entity,
                                    concerning the knowledge of financial and
                                    business matters of the person making the
                                    investment decision on behalf of such
                                    entity, is correct and complete as of the
                                    date hereof, and if there should be any
                                    adverse change in such information prior to
                                    the acceptance of the subscription of the
                                    Investor, the Investor will immediately
                                    provide theCompany with such information.
                                    The Investor is informed of the significance
                                    to the Company of the foregoing
                                    representations, and they are made with the
                                    intention that the Company will rely upon
                                    them.


         (n)      Type of Ownership (check one):

                    ____ Individual Ownership      ____ Joint Tenant with Right
                                                        of Survivorship (both
                                                        parties must sign)

                    ____ Trust or Estate           ____ Other (attach 
                         (describe and                  description)
                         enclose authority)

                  The Investor further represents and warrants that if the
                  Preferred Shares and the Warrant are to be acquired by a
                  corporation, general partnership, limited partnership or other
                  entity, the Investor has the requisite authority to sign this
                  Agreement on behalf of such entity and bind such entity
                  hereunder; the description of such entity attached hereto is
                  true and correct; and each of the equity owners of such entity
                  is a natural person (1) who had an individual income in excess
                  of $200,000, or together with any spouse had a joint income in
                  excess of $300,000, in each of the years 1993 and 1994 and
                  reasonable expects an income in excess of $200,000, or joint
                  income in excess of $300,000 in 1995 or (2) whose individual
                  net worth, or joint net worth with such person's.spouse, as of
                  the date hereof and at the time of purchase exceeds
                  $1,000,000.

         (o)      The Investor acknowledges and understands that:

                  (i)      This Agreement is and shall be irrevocable, but the
                           Investor shall not have any obligations hereunder if
                           this agreement is not accepted by the Company.

                  (ii)     The Company shall have the right to accept or reject
                           this Agreement, in whole or in part, and the Investor
                           will be notified of its decision.

         (p)      Other:

                  (i)      This Agreement and the rights and obligations of the
                           parties hereunder shall not be assignable, in whole
                           or in part, by any party without the prior written
                           consent of the other party, and neither this
                           Agreement nor any provision hereof may be amended,
                           modified, waived or discharged without the written
                           consent of the party against whom enforcement of such
                           amendment, modification, waiver, or discharge is
                           sought.

                  (ii)     This Agreement, including the exhibits attached
                           hereto, constitutes the entire agreement of the
                           parties relative to the subject matter hereof and
                           supersedes any and all other agreements and
                           understandings, whether written or oral, relative to
                           the matters discussed herein.

                  (iii)    This Agreement shall be construed and enforced in
                           accordance with the laws of the State of Minnesota.

                  (iv)     This Agreement may be executed in two or more
                           counterparts, each of which shall be deemed an
                           original, but all of which together shall constitute
                           one and the same instrument.



         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed.


INVESTOR:                                        COMPANY:

                                                 SPECTRASCIENCE, INC.
______________________________________

______________________________________           By:
                                                     Brain T. McMahon
                                                     Its:  President & CEO


Print Names:  ________________________           Social Security Number(s) or
              ________________________           Taxpayer Identification
Address:      ________________________           Number(s): ___________________
Telephone #:  ________________________                      ___________________